Exhibit 10.1


 





LOAN AND SECURITY AGREEMENT


 


THIS LOAN AND SECURITY
AGREEMENT (the “Agreement”) made as of the 2nd day of November, 2015 by and between Cantone Asset Management LLC, a
Pennsylvania limited liability company, its successors and assigns (the “Lender”), and LATTICE INCORPORATED, a Delaware
corporation, its successors and assigns (the “Borrower”). (The Lender and the Borrower are sometimes referred to collectively
in this Agreement as the “Parties” or singly as a “Party.”)


 


BACKGROUND


 


At the request of
and on behalf of the Borrower, the Lender proposes to extend to the Borrower a term loan in the principal sum of Five Hundred Eighty
Thousand Dollars ($580,000) (the “Loan”) to be used for the repurchase of certain outstanding preferred stock and common
stock of Barron Partners, the repayment of a Lender bridge loan in the amount of $136,800, plus interest, and for working capital
and secured by the revenues and proceeds of certain agreements identified below (the “Collateral”).


 


NOW THEREFORE, in consideration
of the promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to the legally bound, the Parties agree as follows:


 


1.     Definitions


 


The following terms
used in this Agreement shall have the meanings set forth below:


 


(a)     “Agreement” means
this Agreement.


 


(b)     “Business Day”
shall mean any day other than a Saturday, a Sunday, a United States federal government legal holiday or a day on which banking
institutions are authorized or required by law or other governmental action to close in the Commonwealth of Pennsylvania.


 


(c)     “Collateral”
means the collateral in which the Lender is granted a security interest by this Agreement and which shall include the following:
all of the Borrower’s right, title and interest in the revenues of certain telecommunications contracts with correctional
facilities identified in Exhibit A (the “Contracts”), and the proceeds from such Contracts; including all insurance
proceeds, and rights to refunds or indemnification whatsoever owing, together with all instruments, all documents of title representing
any of the foregoing, all rights in any merchandising, goods, equipment, which any of the same may represent, and all right, title,
security and guaranties with respect to each contract.


 


(c)     “Loan Documents”
means this Agreement, the $580,000 Note of even date from Borrower to Lender (the “Note”), the UCC-1 Financing Statement
naming Borrower as debtor and Lender as secured party to be filed with the New Jersey Department of State, an affidavit of business
use and all other loan documents listed on the Closing Checklist attached as Exhibit B, including all riders, supplements and addenda
to such documents.


 






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(d)     “Loan” means
the $580,000 Loan, as advanced, extended and otherwise made under this Agreement.


 


(e)     “Person” shall
mean any individual, sole proprietorship, partnership, joint venture, limited liability company, limited liability partnership,
trust, incorporated organization, association, corporation, institution, entity, party or government (including any division, agency
or department thereof), and, as applicable, the successors, heirs and assigns of each.


 


(f)     “Principal Amount”
initially means up to $580,000 as advanced by the Lender, reduced by any payments of principal by Borrower.


 


(g)     “Taxes” mean
any federal, state, local or foreign income sales, use, transfer, payroll, property, occupancy, franchise or other tax, levy, impost,
fee, imposition, assessment or similar charge, together with any interest or penalties thereon.


 


(h)     “UCC” shall mean
the Uniform Commercial Code as in effect from time to time in the State of New Jersey.


 


2.     Terms of the Loan


 


(a)     Lender agrees to extend the
Loan to Borrower for business purposes only. Borrower has executed an affidavit of business use of even date. The term of the Loan
(the “Term”) shall be for approximately six months from the date of the final funding of the Loan and due on May 2,
2016 (the “Due Date”).


 


(b)     The Parties will use their
best efforts to complete this transaction as soon as practicable. The Parties intend to execute the Loan Documents on November
2, 2015 and the Lender will place the net proceeds of the Loan in escrow pursuant to the escrow agreement attached as Exhibit A.
The Escrow Agent (as defined in the Escrow Agreement) will hold all funds and executed Loan Documents in escrow until the escrow
conditions are met. The closing of the transaction (the “Closing”) will take place upon satisfaction of the escrow
conditions and release of the net proceeds of the Loan from escrow.


 


(c)     Borrower acknowledges that
the Lender is making the Loan at a 10% original issue discount. Borrower will pay no additional interest if the entire Principal
Amount is paid on or before February 2, 2016. If not paid by February 2, 2016, Borrower will pay interest at fourteen percent (14%)
annually (the “Interest Rate”), with interest accruing on the outstanding Principal Amount beginning February 2, 2016,
paid monthly, interest only, in arrears, in the amount of $6,766.67 per month, with the first payment due March 2, 2016, and payable
on the second of each month until the outstanding Principal Amount and all accrued but unpaid interest is paid in full.


 


(d)     The outstanding unpaid Principal
Amount of the Loan and all accrued but unpaid interest shall be paid in full on or before the Due Date. The Borrower has the right
to repay the Principal Amount and accrued interest at any time before the Due Date without premium or penalty. In any Event of
Default (as defined in the Note), the Interest Rate shall increase to 18%. In the event that the Borrower does not pay the outstanding
Principal Amount plus accrued interest by the Due Date, the Borrower will issue to the Lender 2,500,000 shares of the Borrower’s
restricted common stock as a late payment penalty and $50,000 shall be added to the Principal Amount and begin accruing interest
at the Default Rate.


 






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(e)     To evidence the obligation
of Borrower to Lender to repay the Loan with interest at the Interest Rate in accordance with the provisions of this Agreement,
Borrower shall execute and deliver to Lender at Closing the Note, a form of which is attached as Exhibit C.


 


(f)     To secure the Note, Borrower
shall execute and deliver to Lender at Closing and cause to be filed a UCC-1 Financing Statement, which grants to Lender a perfected
first security interest in the Collateral (the “Financing Statement”).


 


3.     Fees


 


(a)     The Borrower will pay the Lender
an origination fee of 3% of the Principal Amount plus 862,500 shares of the Borrower’s restricted common stock. Borrower
will also pay the Lender a non-accountable expense allowance of 2% of the Principal Amount (which shall include the Lender’s
legal fees of $3,000). In addition, as an inducement for the Lender to fund the Loan quickly, the Borrower will issue to the Lender
1,000,000 shares of the Lender’s restricted common stock at the Closing of the Loan. Such cash fees will be deducted from
the gross amount of the Loan, with the Borrower receiving the net proceeds on the Closing Date. The Borrower will issue the restricted
stock deliverable under this Section 3(a) to the Lender within five business days of the Closing.


 


(b)     The Parties acknowledge that the
Borrower is selling the Note to the Lender at a 10% original issue discount.


 


(c)     Upon any Event of Default, as defined
in the Note, the Borrower will begin accruing interest on the Note at 18% simple annual interest (the “Default Rate”),
to be accrued and paid monthly.


 


(d)     The Borrower hereby agrees that
Lender will have “piggyback” registration rights for all shares of Borrower restricted stock issued to the Lender or
any of its affiliates on any registration statement filed by the Borrower with the Securities and Exchange Commission (the “Commission”)
except for registration statements on forms S-4 (for merger transactions) or S-8 (for employee plans). If the Borrower files such
a registration statement, the Borrower undertakes to use commercially reasonable efforts to make the registration statement effective
within a reasonable time and to keep such registration statement effective until all of the shares of restricted stock held by
the Lender or its affiliates are sold.


 


4.     Collateral for the Loan


 


The Parties agree that
the collateral and security for the Loan shall be a first priority security interest in the Collateral.


 


5.     Covenants
of Borrower. In addition to the covenants and agreements of the Borrower contained in the other Loan Documents, and as
long as the Loan is outstanding, the Borrower hereby covenants and agrees as follows:


 


(a)     Borrower shall promptly give
notice in writing to Lender of the occurrence of any material litigation, arbitration or governmental proceeding affecting Borrower,
and of any governmental investigation or labor dispute pending or, to the knowledge of Borrower, threatened which could reasonably
be expected to interfere substantially with normal operations of the business of Borrower or materially adversely, affect the financial
condition of Borrower.


 






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(b)     Borrower shall promptly give
notice in writing to Lender of the occurrence of any Event of Default (as defined in the Note) and of any condition, event, act
or omission which, with the giving of notice or the lapse of time or both, would constitute an event of default under this Agreement
or under the Loan Documents.


 


(c)     Any and all payments by the
Borrower hereunder or under the Note to or for the benefit of Lender shall be made free and clear of and without deduction for
any and all present or future Taxes, deductions, charges or withholdings


 


(d)     The Borrower may not reduce
the exercise or conversion price of any options, warrants or convertible securities outstanding on or after October 23, 2015 without
prior approval from Lender.


 


(e)     The Borrower shall not pay
or declare any dividends or make any distributions to equity holders (common or preferred) while this Loan is outstanding.


 


(f)     Unless required by law, prior
to the Closing, Borrower shall not make any public statements about the contemplated transaction without the prior written consent
of the Lender.


 


6.     Construction of this Agreement


 


(a)     Time is of the essence in
connection with any act, undertaking or matter to be performed under this Agreement.


 


(b)     This Agreement is intended
as a separate agreement between the Parties enforceable in accordance with its terms and is in addition to any other agreements
between the Parties including but not limited to the Loan Documents, and this Agreement shall not be deemed to replace, modify,
substitute for, be merged with or into or amend or alter the Loan Documents in any way except to the extent expressly provided
for herein.


 


(c)     Unless otherwise specified
herein or unless the context otherwise indicates, all capitalized terms used in this Agreement shall have the same definitions
and meanings as used in and defined in the Loan Documents.


 


(d)     Borrower acknowledges that
it was represented by legal counsel in connection with this Agreement and the Loan Documents and that it was under no economic
duress or other compulsion in entering into this Agreement.


 


7.     Representations and Warranties
of Borrower


 


(a)     Except as disclosed in Borrower’s
filings with the Commission, Borrower hereby represents and warrants that:


 






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(i)     Borrower is a corporation
duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified and authorized
to do business and is in good standing wherever the nature of the business conducted by Borrower makes such qualification necessary.


 


(ii)     Borrower has the corporate
power and authority to own its property and to conduct its business and holds such licenses and certificates as may be applicable
and required for the conduct of its business; and Borrower has the corporate power and authority to enter into this Agreement and
to consummate all transactions contemplated in this Agreement.


 


(iii)     This Agreement and
the Loan Documents constitute valid, continuing, legal and binding obligations of Borrower and are enforceable against Borrower
in accordance with their terms, subject however, to creditors’ rights generally.


 


(iv)     The making of this Agreement
has been duly authorized by all necessary corporate action on the part of Borrower, including Board of Directors approval, does
not require the approval of, or the giving of notice to, any other entity or third person; and will not violate any provision of
law or of Borrower’s Articles of Incorporation or Bylaws, or result in the breach of, constitute a default under, contravene
any provision of, or result in the creation of any lien, charge, encumbrance or security interest upon any property or assets of
Borrower.


 


(v)     The individuals executing
this Agreement on behalf of Borrower are duly authorized officers of Borrower and are authorized to execute this Agreement and
to take any and all other actions contemplated or required by this Agreement.


 


(vi)     There are no suits or
proceedings pending or, to the knowledge of Borrower, threatened in any court or before any regulatory commission, board or other
administrative or governmental agency against Borrower, which if adversely determined would have a material adverse effect on the
financial condition of Borrower or the business of Borrower or which if determined adversely to the Borrower would result in the
inability of Borrower to perform this Agreement.


 


(vii)     The Financing Statement
constitutes a valid and enforceable security interest in the Collateral described therein.


 


(ix)     There are no mortgages,
pledges, security interests, liens, charges, leases, encumbrances or claims on or with respect to the Collateral, or any part thereof,
or any title interest therein or any proceeds thereof, which have a priority superior to the lien and priority positions of the
Lender’s security interest.


 


(x)     As of the date of this
Agreement, Borrower is not insolvent as defined by the United States Bankruptcy Code, the Delaware Fraudulent Conveyances Act,
by the insolvency provisions of the Delaware Business Corporation Law or by law or usage of any court of law or equity of the State
of Delaware.


 






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(xi)     As of the date of this
Agreement, Borrower has complied with all the terms and conditions of this Agreement.


 


(xii)     The execution, delivery
and performance of this Agreement and the Loan Documents will not violate any provisions of any indenture, agreement, or other
instrument to which Borrower or any of Borrower’s properties or assets are bound, and will not be in conflict with, result
in a breach of, or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement, or other instrument,
or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the properties
or assets of Borrower.


 


(xiii)     No authorization,
consent, approval, license or exemption of, and no registration, qualification, designation, declaration or filing with any court
or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign is necessary to the valid
execution and delivery of this Agreement, the Loan Documents or any other documents evidencing or relating to the Loan.


 


(xiv)     The most recent financial
statements of Borrower delivered to the Lender represent fairly its financial position as of the date thereof; and the results
of its operations for the period indicated; and show all known liabilities, direct or contingent, of Borrower as of the date thereof.
Since the date of such financial statements, there has been no material adverse change in the condition, financial or otherwise,
of Borrower or in the business and properties of Borrower and, since such date, Borrower has not incurred, other than in the ordinary
course of business, any indebtedness, liabilities, obligations or commitments, contingent or otherwise.


 


(xv)     Neither this Agreement
nor any other document, statement, financial statement, or certificate furnished to Lender by or on behalf of Borrower in connection
herewith, contains an untrue statement of a material fact with respect to the financial condition or properties of Borrower or
omits to state a material fact necessary to make the statements contained therein not misleading or, insofar as Borrower can now
foresee, may in the future materially adversely affect the financial condition or properties of Borrower which has not been set
forth in this Agreement or in a document, statement, financial statement or certificate furnished to Lender in connection herewith.


 


(xvi)     The Borrower is in
compliance with all laws, rules, regulations, judgments, decrees, orders, agreements and requirements which affect in any material
way the Borrower, its assets or the operation of its business and has not received, and has no knowledge of, any order or notice
of any governmental investigation or of any violation or claim of violation of any law, regulation, judgment, decree, order, agreement,
or other governmental requirement. The Borrower is not in default under any term of any indenture, contract, lease, agreement,
instrument or other commitment to which any of them is a party or by which any of them is bound. The Borrower knows of no dispute
regarding any indenture, contract, lease, agreement, instrument or other commitment which could reasonably be expected to have
a material adverse effect on the Borrower’s financial condition.


 






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(b)     Borrower hereby confirms,
represents and warrants that the representations and warranties set out in the Loan Documents are true and correct as of the date
of this Agreement.


 


8.     Further Events of Default
- Remedies


 


(a)     The following events shall
be an Event of Default under the Loan and in addition to the Events of Default as defined in the Note; and Lender shall thereupon
have the option (which is not intended to diminish, alter or limit Lender’s rights described in this Agreement, the Loan
Documents or any related instruments, agreements and documents) to declare Borrower in default under this Agreement and the Loan
Documents, and all other agreements with Lender, and declare all existing and future liabilities, indebtedness and obligations
accelerated and immediately due and payable, including, but not limited to, interest, principal, expenses, advances to protect
Lender’s position and reasonable counsel fees to enforce this Agreement, the Loan Documents, and all related instruments,
agreements and documents, and all of Lender’s rights hereunder and thereunder, all without demand, notice, presentment or
protest, or further action of any kind, except as specified herein.


 


(i)     If Lender shall discover
evidence that any warranty, representation or statement made or furnished to Lender by or on behalf of Borrower in connection with
this Agreement or otherwise, or to induce Lender to enter into this Agreement, was false or misleading in any material respect
when made or furnished.


 


(ii)     If any action, suit
or proceeding is brought in law or in equity or in any bankruptcy or receivership proceeding by Borrower or any of its creditors
or any other party to enjoin or set aside this Agreement.


 


(iii)     If Borrower shall fail
to pay any principal, interest, costs and fees when due under the Loan Documents or this Agreement within five (5) days after written
notice from Lender to Borrower.


 


(iv)     The dissolution, termination
of existence, insolvency, business failure, appointment of a receiver of, or of any part of the property of, or the commencement
of any proceeding under any bankruptcy, arrangement, reorganization or insolvency laws by or against Borrower.


 


(v)     If Borrower shall fail
to observe or perform any obligation or covenant to be observed or performed by Borrower hereunder or under any of the Loan Documents,
which are not cured within ten (10) days following written notice from Lender to Borrower.


 


(vi)     If any financial statement,
material representation, warranty, statement or certificate made or furnished to Lender in, or in connection with, this Agreement,
or as inducement to Lender to enter into this Agreement, or in any separate statement or document to be delivered hereunder to
Lender, shall be materially false, incorrect, or misleading when made;


 






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(vii)     If Borrower shall admit
an inability to pay its debts as they mature, or shall make a general assignment for the benefit of its or any of its creditors.


 


(viii)     If proceedings in
bankruptcy, or for reorganization of Borrower, or for the readjustment of any of its debts, under the Bankruptcy Code, as amended,
or any part thereof, or under any other laws, whether state or federal, for the relief of debtors, now or hereafter existing, shall
be commenced by Borrower, or shall be commenced against Borrower and shall not be dismissed within sixty (60) days of its commencement.


 


(ix)     If a receiver or trustee
shall be appointed for Borrower or for any substantial part of its assets, or any proceedings shall be instituted for the dissolution
or the full or partial liquidation of Borrower, and if such appointment or proceedings are involuntary, such receiver or trustee
shall not be discharged within sixty (60) days of appointment, or such proceedings shall not be discharged within sixty (60) days
of its commencement, or Borrower shall discontinue its businesses or materially change the nature of its businesses.


 


(b)     After any acceleration of
the Loan, Lender shall have in addition to the rights and remedies given it by this Agreement and the Loan Documents, all those
allowed by all applicable laws including, without limitation, the UCC as enacted in a jurisdiction in which any Collateral may
be located.


 


9.     No Agency, Partnership
or Joint Venture


 


Neither this Agreement
nor the Loan Documents nor the exercise by Lender of any of its rights or remedies hereunder or thereunder shall create, or shall
be deemed to have created (i) a relationship of principal and agent between Borrower and Lender, or (ii) a partnership or joint
venture, as between Lender and Borrower, or (iii) to render Lender in any way responsible for the debts, losses or liabilities
of Borrower, or (iv) to render Lender a principal of, an insider in, or in any manner in control of Borrower or its business affairs.


 


10.     Notices


 


All notices to be
given pursuant to this Agreement shall be given by the parties hereto either by certified mail, postage pre-paid, with return receipt
requested or by expedited delivery service or by hand delivery, with a receipt being obtained therefor, at the following addresses,
or at such other addresses as to which the parties hereto may be notified in accordance herewith from time to time.


 


If to the Borrower:


Lattice Incorporated


7150 N. Park Drive


Suite 500


Pennsauken, NJ
08109


Phone: (856) 910-1166


Facsimile: (856)
910-1811


 






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With copies to:


Mitchell Nussbaum, Esq.


Loeb & Loeb, LLP


345 Park Avenue


New York, NY 10154


Telephone: (212) 407-4159


Facsimile: (212) 504-3013


 


If to the Lender:


Cantone Asset Management,
LLC


C/o Cantone Research, Inc.


766 Shrewsbury
Ave.


Suite E401


Tinton Falls, NJ
07724


Telephone: 732-450-3500


Facsimile: 732-450-3520


Attention: Anthony
Cantone


 


With copies to:


Christopher P. Flannery,
Esq.


4 Hillman Drive


Suite 104


Chadds Ford, PA
19317


Telephone: (610)
361-8016


Facsimile: (610)
558-4882


 


Notice shall be effective upon receipt.


 


11.   Remedies
Are Cumulative


 


Lender’s rights and
remedies under this Agreement are cumulative and not alternative. Neither the failure nor any delay on the part of Lender in exercising
any right, power or privilege under any of the Loan Documents or this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. No claim or right arising out of this Agreement or the Loan Documents can be discharged
by Lender in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by Lender.


 


12.   Entire Agreement


 


This Agreement and
the Loan Documents are intended by the Parties as a final expression of their agreements with respect to the subject matter thereof,
and are intended as a complete and exclusive statement of the terms and conditions of that agreement. This Agreement and the Loan
Documents may not be modified, rescinded, or terminated orally, and no modification, rescission, termination or attempted waiver
of any of the provisions thereof shall be valid unless in writing, supported by consideration, and signed by the Party against
whom the same is sought to be enforced.


 






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13.   Assignments,
Successors and No Third Party Rights


 


This Agreement shall
apply to and shall be binding in all respects upon, and shall inure to the benefit of, the successors and assigns of Lender and
Borrower. Except as explicitly stated herein, nothing expressed or referred to in this Agreement is intended or shall be construed
to give any person or entity other than the Parties any legal or equitable right, remedy or claim under or with respect to this
Agreement, or any provision hereof, it being the intention of the Parties that this Agreement, and all of its provisions and conditions,
are for the sole and exclusive benefit of the Parties and for the benefit of no other person or entity and are personal to the
Parties unless otherwise expressly provided.


 


14.   Action
Taken at Closing


 


The execution and
delivery of this Agreement at Closing and all other actions to be taken and transactions to occur in connection with this Agreement
at Closing, and the consummation at Closing of certain acts and transactions to which reference is made in this Agreement, are
to be and were considered effected simultaneously as part of a number of interrelated transactions, and all deliveries of documents
and other acts are to be deemed in escrow until all transactions referred to in, and relating to, this Agreement have been completed.


 


15.   Survival of Representation,
Warranties and Covenants


 


The representations,
warranties and covenants set forth in this Agreement shall survive the execution and delivery of this Agreement and the Closing.


 


16.   Section
Headings, etc.


 


The headings of
Sections contained in this Agreement are provided for convenience only and form no part of this Agreement, and shall not affect
its construction or interpretation. All references to Sections and paragraphs refer to the corresponding Sections and paragraphs
in Sections of this Agreement. All words used herein shall be construed to be of such gender or number as the circumstances require.
This “Agreement” shall mean this Agreement as a whole and as the same may, from time to time hereafter, be amended,
supplemented or modified. The words “herein”, “hereof”, “hereby”, “hereto”, “hereunder,
and words of similar import, refer to this Agreement as a whole and not to any particular Section, paragraph, clause or other subdivision
hereof, unless otherwise specifically noted.


 


17.   Counterparts


 


This Agreement may
be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement.


 


18.   Governing Law; Jurisdiction
and Venue


 


This Agreement shall be
governed by and construed under the laws of the Commonwealth of Pennsylvania, all rights and remedies being governed by such laws,
and any provision hereof which may prove to be unenforceable shall not affect the validity of any other provision of this Agreement.
The Parties agree and consent that any action brought to enforce or interpret any of the Loan Documents must be brought in the
United States District Court for the Eastern District of Pennsylvania or in the Commonwealth of Pennsylvania Court of Common Pleas
sitting in the County of Philadelphia or in one of the five counties of Pennsylvania adjacent thereto.


 






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19.   Amendments.
This Agreement may not be amended, revised, altered or terminated except by an Agreement in writing executed by all of the Parties.


 


20.   Term of Agreement and
Reinstatement. This Agreement and the Loan Documents shall remain in full force and effect until all obligations of Borrower
under the Loan is paid in full. If any sums paid to Lender on account of the Loan are required to be returned or refunded by Lender,
this Agreement and the Loan Documents shall be revived and reinstated as to all such sums, including the liens of the Financing
Statements.


 


IN WITNESS WHEREOF,
the undersigned, intending to be legally bound hereby, have duly executed this Agreement, under seal the day and year first, above
written.


 





	SIGNED, SEALED AND	LENDER:
	DELIVERED IN THE	CANTONE ASSET MANAGEMENT, LLC
	PRESENCE OF:	 
	 	By: /s/ Anthony J. Cantone (SEAL)
	_________________________	       Anthony J. Cantone, Managing
Member
	Witness	 
	 	 
	 	BORROWER:
	 	LATTICE INCORPORATED
	 	a Delaware corporation
	 	 
	 	 
	 	 
	_________________________	By: /s/ Paul Burgess (SEAL)
	Witness	       Paul Burgess, President
	 	 
	 	           [CORPORATE SEAL]



 






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EXHIBIT A


 


CONTRACTS


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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EXHIBIT B


 


CLOSING CHECKLIST


 


 


 


 


 


 


 


 


 


 


 


 


 


 



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EXHIBIT C


 


Form
of Note


 


 


 


 


 


 


 


 


 


 


 


 


 


 



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